id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
9aff5931-a99e-4185-a340-f2d9670b8615 | Clause:
This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and undertakings, whether oral or written, pertaining to the subject matter hereof, including, without limitation, the Letter Agreement.
Task: Classify this clause into ONE of these typ... | Label: Entire Agreements |
190de2cf-ec16-42a2-8755-4eb477805724 | Clause:
The Executive shall serve as the Executive Vice President and Chief Financial Officer of the Company and agrees to perform services for the Company and such other affiliates of the Company, as described in Section 2.3 herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Titles |
a5758425-47be-47a3-90b8-6de405f2d2e8 | Clause:
During the term of Executive’s employment, and excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote substantially all of his business time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to ... | Label: Duties |
54406eb8-6674-40de-bfb1-96bd11be7272 | Clause:
Executive will not make any statement, written or verbal, to any person or entity, including in any forum or media, or take any action, in disparagement of the Company, the Board, or any of their respective current, former or future Affiliates, or any current, former or future shareholders, partners, managers, ... | Label: Non-Disparagement |
8857085a-e114-4348-bf16-3efbc15fbc2e | Clause:
In the event that any provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
Task... | Label: Severability |
8d10bf60-faf2-4146-926b-08efa21327bd | Clause:
If the Company or any other Loan Party shall default in payment or performance of any of the Guaranteed Liabilities, whether principal, interest, fees (including, but not limited to, fees and expenses of counsel), or otherwise, when and as the same shall become due, and after expiration of any applicable grace ... | Label: Payments |
ce8ba60e-d102-4d6a-b769-7976c771c0d5 | Clause:
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR IN ANY WAY PERTAINING OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR IN ANY WAY CONNECTED WITH OR PERTAINING OR RELA... | Label: Waiver Of Jury Trials |
94e51747-5504-4583-afd8-b166566544fd | Clause:
All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of th... | Label: General |
0ab3b0d4-dc3a-4ba0-a549-8a5b55cf0ba0 | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $5,000; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any a... | Label: Assignments |
4dfe73de-e9ca-42f9-9194-7e9f647f2527 | Clause:
This Agreement is personal to you and may not be assigned by you. This Agreement will inure to the benefit of and be binding upon the Company and its respective successors and assignees, and any such successor or assignee will be deemed substituted for the Company under this Agreement for all purposes. As used ... | Label: Successors |
7a47aebf-00cb-466d-bdae-6c7f2ce436ca | Clause:
Maker shall pay all Obligations in lawful money of the United States in immediately available funds, free and clear of, and without deduction or offset for, any present or future taxes, levies, imposts, charges, withholdings, or liabilities with respect thereto; or any other defenses, offsets, set-offs, claims,... | Label: Payments |
3272e6eb-ac2e-4086-8c05-d2afcba75bdc | Clause:
Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transac... | Label: Further Assurances |
ea2e0b54-e23f-4abf-961b-e806549e63df | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $4,500 for each assignment (or $7,500 for any assignment with respect to a Defaulting Lender pursuant to Section 3.9(h), which fee, in each case, t... | Label: Assignments |
12f9263a-bb53-48be-a51c-3dfc5458e4f8 | Clause:
During the term of her employment under this Agreement, the Executive shall be permitted to participate in any group life, hospitalization or disability insurance plans, health (including dental) programs, pension and profit sharing plans and similar benefits that may be available to other senior executives of ... | Label: Benefits |
ba1a08f5-0daa-49c7-9ce8-498587771e59 | Clause:
Each Bank hereby irrevocably appoints and authorizes (a) JPMorgan Chase Bank, N.A. to act as its Paying Agent hereunder and under each of the other Loan Papers, (b) JPMorgan Chase Bank, N.A. and Citibank, N.A. to act as Co-Administrative Agents hereunder and under each of the other Loan Papers, (c) Barclays Ban... | Label: Authorizations |
530a071c-f8f6-49aa-a5fb-3ac5d644ca72 | Clause:
If the Term Facility is increased in accordance with this Section, the Administrative Agent and the Borrowers shall determine (i) the final allocation of such increase among Increasing Term Lenders and Schedule 2.01 shall be automatically updated to reflect the same and (ii) the effective date (the “ Term Loan ... | Label: Effective Dates |
94ccdf90-d00e-412f-9675-2bca37fcea0d | Clause:
There is no action, suit, or proceeding, judicial, administrative, or otherwise (including any condemnation or similar proceeding), pending or, to the best knowledge of Mortgagor, threatened or contemplated against, or affecting, Mortgagor or the Mortgaged Property which would have a material adverse effect on ... | Label: Litigations |
527d5bf0-1347-4f06-b248-6691034402fe | Clause:
No provision of this Agreement may be waived, amended, supplemented or modified, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.
Task: Classi... | Label: Amendments |
9a661f89-23d6-49aa-aafb-d9e160a794e3 | Clause:
For a period of one year following your Transition Date, you will refrain from any disparaging statements about the Company and its officers, directors and affiliates; provided, however, that the foregoing requirement under this Section 9 will not apply to any statements that you make in addressing any statemen... | Label: Non-Disparagement |
19e37767-b0ae-4eb1-9798-2ae95934d026 | Clause:
If the Closing occurs, the provisions of this Agreement shall survive for the applicable statute of limitations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Survival |
89a0dc46-bbcf-4ffa-97d3-969c15f152a2 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Ad... | Label: Successors |
4e2e0b6b-565d-4981-bc44-98f958e5f4e1 | Clause:
Provided that it has not been revoked pursuant to Section 6 hereof, this Release will become effective on the eighth (8th) day after the date of its execution by the Employee (the “Effective Date”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Effective Dates |
926bad4a-10a8-4fee-a28e-ccab23c61734 | Clause:
This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the Commonwealth of Massachusetts. Executive consents to personal and exclusive jurisdiction and venue in the Commonwealth of Massachusetts.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Governing Laws |
59c5edd8-1130-43bf-83e8-6822d1120852 | Clause:
By signing this Letter Agreement you acknowledge that the release provisions of Paragraph 5(a) of this Letter Agreement include a waiver and release of all claims you may have under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621 et seq.).
Task: Classify this clause into ONE of the... | Label: Waivers |
bd8c42fd-d268-4a74-9c30-a933dc773aa3 | Clause:
Each Credit Party maintains insurance as required under Section 5.1 hereof. Schedule 6.18 hereto sets forth all insurance carried by the Credit Parties on the Closing Date, setting forth in detail the amount and type of such insurance.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Insurances |
eec2091b-a4ae-427c-a722-794eb5bc42bf | Clause:
GUARANTOR, AND, BY ACCEPTANCE HEREOF, BENEFICIARY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY RIGHT IT MAY NOW OR HEREAFTER HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED HEREIN, OR ARISING OUT OF, UNDER, OR IN RESPECT OF THIS GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMEN... | Label: Waiver Of Jury Trials |
fcd67a19-c3f1-4559-9e0b-af5c9deddbb9 | Clause:
The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities and the reservation for issuance of the Underlying S... | Label: No Conflicts |
dd600044-d803-4305-80c2-a266a3fc5971 | Clause:
All claims by the Executive for benefits under this Agreement shall be directed in writing to and determined by the Committee, which shall give full consideration to the evidentiary standards set forth in this Agreement. Any denial by the Committee of a claim for benefits under this Agreement shall be delivered... | Label: Arbitration |
e21e27a9-5cc3-4e39-8cb8-3396d35329c2 | Clause:
The Company shall to the fullest extent permitted by the Company's certificate of incorporation and bylaws in effect from time to time, subject to the conditions thereof, indemnify Executive against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with an... | Label: Indemnifications |
c5d80fe8-ce77-4c9d-9790-462f18b1d628 | Clause:
This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles which would result in the application of the laws of another jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Governing Laws |
b6124167-42bc-4ed5-b8bf-d6f4224f15a4 | Clause:
This Employment Agreement may be executed in more than one (1) counterpart and each counterpart shall be considered an original.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Counterparts |
816ae708-69f9-4869-a3cb-581414c2ef9c | Clause:
To the extent any provision of this Agreement is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdic... | Label: Severability |
175481f6-423f-4877-a518-840abf5c5c40 | Clause:
Client shall pay or reimburse Wells Fargo for any applicable taxes levied, imposed or assessed upon Wells Fargo as a result of its provision of Cash to Client under this Agreement, excluding personal property taxes assessed against or payable by Wells Fargo (except for taxes relating to personal property owned ... | Label: Taxes |
35da59fb-8a68-41bd-bf64-cf08c1734693 | Clause:
Executive shall serve as the Company’s President and Chief Executive Officer. Executive shall (i) report solely to the Board of Directors of the Company (the “Board”), (ii) be the most senior executive officer of the Company; (iii) have all other executives and employees report to him (directly and indirectly... | Label: Duties |
084d6582-3e66-4f31-9100-e941631c0d49 | Clause:
Each Active Participant’s Deferral Election will remain in effect in accordance with its original terms until the earliest of (i) the date the Active Participant ceases to be a Covered Employee, (ii) the date the Active Participant revokes such Deferral Election, or (iii) the date the Active Participant or the ... | Label: Terms |
4414e40c-c1dd-4369-838e-d1d1cd2d2844 | Clause:
The parties shall be entitled to enforce their rights under this letter agreement specifically to recover damages by reason of any breach of any provision of this letter agreement and to exercise all other rights existing in their favor. The parties agree and acknowledge that money damages may not be an adequat... | Label: Remedies |
a20770f6-ce85-4e98-aeae-ee1dd6137b89 | Clause:
This Mortgage is intended to be performed in the State of Texas and the substantive Law of such State and or the United States of America shall govern the validity, construction, enforcement and interpretation of this Mortgage, unless otherwise specified herein, except that to the extent that the Law of the sta... | Label: Governing Laws |
6822cb50-21bd-439c-a892-6583565ec4f0 | Clause:
THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JURISDICTION SET FORTH IN ARTICLE 10 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
Task: Classify this clause into ONE of these types (exactly... | Label: Governing Laws |
5c5841ba-f39c-4ba7-ae98-b47c4ff71995 | Clause:
No act or thing done by Sublandlord or Sublandlord’s agents during the Term shall be deemed an acceptance of a surrender of the Subleased Premises, and no agreement to accept such surrender shall be valid unless in writing signed by Sublandlord. The failure of Sublandlord to seek redress for violation of, or to... | Label: No Waivers |
0eb13f32-b4e8-4a59-860c-f57d18f04fda | Clause:
Any notice necessary under this Award Agreement shall be addressed to the Company in care of its Vice President, Legal at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other add... | Label: Notices |
ed60ff6c-c38a-4da7-970e-5587aa9ea828 | Clause:
No provision of this Agreement may be amended or waived, unless such amendment or waiver is agreed to in writing, signed by Employee and by a duly authorized officer of the Company. No waiver by any party hereto of any breach by another party hereto of any condition or provision of this Agreement to be performe... | Label: Amendments |
c143312f-be63-4398-89a5-45dc182692ac | Clause:
The issuance of shares of Common Stock pursuant to the Award shall be subject to compliance by the Company and Participant with all Applicable Laws relating thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Compliance With Laws |
aeb1b074-122c-4e1d-a435-7f565ea59029 | Clause:
Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Restatement Effective Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertis... | Label: Representations |
ec630200-28e4-43e5-8e5e-1df819890d51 | Clause:
The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; provided , that for so long as the Bor... | Label: Disclosures |
8f1d2f05-b9ab-4fa7-9e5d-43248096eb0a | Clause:
Except where failure to do so could not reasonably be expected to result in a Material Adverse Effect (other than in the case of clause (a) below solely with respect to the Borrower), the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to preserve, renew ... | Label: Existence |
02e3f637-74f1-4ce3-b5ea-764d65b995af | Clause:
This instruments may be executed in two or more counterparts, each of which shall be deemed original, but all of which taken together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Counterparts |
95447b9a-1783-4881-aa00-8562ed1e59e3 | Clause:
This Warrant may be modified or amended or the provisions hereof waived only by a written instrument executed and delivered by a duly authorized officer of the Company and the Holder. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.
Task: Cl... | Label: Amendments |
203cce18-53cc-4187-8e13-c85f99d41f18 | Clause:
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the ad... | Label: Notices |
b726402b-428f-4c98-8d86-6d37f48e0cd3 | Clause:
This Assignment (including the recitals to this Assignment which are incorporated herein) and the Agreement set forth the entire understanding and agreement of the parties hereto, and shall supersede any other agreements and understandings (written or oral) between Assignor and Assignee on or prior to the date ... | Label: Entire Agreements |
513acf39-5a61-4616-b3c0-5bd10e4e8e7f | Clause:
Glenn agrees that during his Employment Term and Consulting Term, including any extensions under Section 2.4, and for a period of twelve (12) months after the expiration of Glenn’s employment and/or consulting engagement, including extensions thereto, or the earlier termination of this Agreement, Glenn will coo... | Label: Cooperation |
b9f25217-7fc9-4a33-9a0a-bfc7c7eb38af | Clause:
To the Knowledge of Buyer, no representation or warranty in this Agreement contains any untrue statement of a material fact or omits to state any statement necessary to make the representations and warranties made herein not misleading in light of the circumstances under which they were made.
Task: Classify th... | Label: Disclosures |
344271e0-07a5-4061-89b6-2a0dae6da6a3 | Clause:
THIS AGREEMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRA... | Label: Entire Agreements |
c5e6343f-d270-4e52-989e-0ce5add1ad8e | Clause:
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing a... | Label: Severability |
c037f2aa-5111-40d0-89fe-1e30b68486d6 | Clause:
Section 8 , Section 9 , Section 10 and Section 12 hereto will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling Person of such Indemnified Party and will survive the transfer of securities.
Task: Classify this c... | Label: Survival |
5187e1a5-24fb-4f29-9dca-d0918e049418 | Clause:
All public announcements relating to this Agreement or the transactions contemplated hereby will be made only as may be agreed upon by Seller and Purchaser or as required by applicable law. If public disclosure or notice is required by applicable law, the disclosing party will use its best efforts to give the ... | Label: Publicity |
912f48e3-30bf-4d7a-9d4e-9d6a80883b16 | Clause:
This Agreement, together with the Exhibits hereto, the Co-Promotion Agreement, the Supply Agreement, the Quality Agreement, the Pharmacovigilance Agreement and any Exhibits thereto, and the DOP, as updated, sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and... | Label: Entire Agreements |
8de8948d-04f3-41b6-a328-37164b24f738 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) the Company’s Certificate of Incorporation or the Com... | Label: No Conflicts |
569d43b9-418f-44ce-8c87-e9f66d9a03c3 | Clause:
Notwithstanding Section 13 or any other provision in this Agreement or the Plan to the contrary, because the Company is headquartered in the State of Ohio, the provisions of this Section 12 of the Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio without regard to t... | Label: Governing Laws |
b02e56ae-0d4c-439e-b458-e8c90e6a0602 | Clause:
There is no action, suit or proceeding pending or to Seller’s Knowledge threatened which (i) if adversely determined, would not be covered by insurance (subject to the payment of a customary insurance deductible) or adversely affect the Property, or (ii) which challenges or impairs Seller’s ability to execute, ... | Label: Litigations |
3d85cd55-707a-433d-a71d-daa50535409c | Clause:
The “ Term ” of this Lease is the Initial Term plus all Renewal Terms, and a “ Lease Year ” is the twelve month period commencing on January 1 of each year of the Term; provided, however, the first Lease Year shall commence on January 22, 2015 and end on January 31, 2016, The “ Initial Term ” commences on Janua... | Label: Terms |
c22c06eb-0abe-4a5f-97d1-97b2bc6e3e55 | Clause:
Each Party hereby warrants, represents and covenants that it is a duly organized and existing company under the respective laws of its jurisdiction of incorporation and has the full rights, power and authority pursuant to its corporate charter, articles of incorporation and /or by-laws to enter into and perform... | Label: Authority |
a5e51f98-bcb8-447b-b0eb-926f21fcc405 | Clause:
The parti es agree that this Third Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. Signatures to this Third Amendment delivered by facsimile or other for m of electronic transmission will be deemed t... | Label: Counterparts |
2de861a8-0e39-43c0-a64b-1fa8d4ac309c | Clause:
Maintain insurance with financially sound and reputable insurance companies against at least such risks and in at least such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law (including, without limitation, hazard and business interruption insurance). With res... | Label: Insurances |
17d1ca56-111b-4835-926c-655bdc969c51 | Clause:
Notwithstanding anything in this Separation Agreement to the contrary, Novogratz shall continue to have all rights (i) to director’s and officer’s insurance on the same basis as was applicable to him prior to the Resignation Date with respect to his service as a director or officer of the Company and its affili... | Label: Indemnifications |
834a575d-97ee-46ad-a5fd-6f17d8efbf1f | Clause:
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank (or other applicable central bank); provided that no such pledge or as... | Label: Successors |
51bce2b6-c236-4715-804d-3b2cf852d5e0 | Clause:
(i) Except as otherwise specifically provided herein, any Purchaser may sell to one or more Persons (each a “ Participant ”) participating interests in the interests of such Purchaser hereunder; provided , that no Purchaser shall grant any participation under which the Participant shall have rights to approve a... | Label: Participations |
b44142bd-db78-472b-8d71-ad05268ce4e6 | Clause:
The capitalization of the Company immediately prior to the Closing is, in all material respects, as set forth in the SEC Reports. Except as provided on Schedule 3.1(g) , or the SEC Reports, no Person has (i) any right of first refusal, preemptive right, right of participation, or any similar right to participat... | Label: Capitalization |
cfd790e0-901b-481a-bd88-ddd773324cb0 | Clause:
The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such subject matter, which the parties acknowledge have b... | Label: Entire Agreements |
bcc91a48-04c1-49ee-ad53-b928155d0745 | Clause:
Each of the Lenders hereby irrevocably appoints Barclays Bank PLC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by t... | Label: Authority |
4dd9607c-d051-428e-9ec0-1d3dfe251c42 | Clause:
The Company shall pay the Executive an annual rate of base salary of $375,000 (the “ Base Salary ”) in periodic installments in accordance with the Company’s customary payroll practices, but no less frequently than monthly.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Base Salary |
86a41b4f-6fe7-4759-ad4b-4a2fd4e774a9 | Clause:
This Agreement (including all schedules and exhibits hereto and Sales Notices issued pursuant hereto) and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Manager with respect to the subject matter hereof.
Task: Classify this clause int... | Label: Integration |
823ca14d-6d6d-425f-a2c6-a96b6d216958 | Clause:
This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed .pdf... | Label: Counterparts |
a1f2e8c4-cd06-4950-9739-28774469b62e | Clause:
This Agreement, together with all Exhibits and the BAA, constitutes the sole and entire agreement between the Parties solely with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. There ar... | Label: Entire Agreements |
ba85fa3c-b3d8-4512-a384-f8cd132b0b26 | Clause:
At any time and from time to time, upon the written request of Lender and at the sole expense of Borrower, Borrower shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as Lender may reasonably deem desirable (a) to obtain the full benefits ... | Label: Further Assurances |
21c92a9c-7bf5-44d9-b90e-d417f14704b1 | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect the Assigned Interest (including payments of principal, interest, fees, commissions and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts... | Label: Payments |
29a3b2bc-ec58-4ae7-9b14-18a97c7d65b5 | Clause:
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, EACH LOAN PARTY, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, HEREBY WAIVES, RELEASES, ACQUITS, AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT, EACH ISSUING BANK AND EACH LENDER, THEIR RE... | Label: Releases |
90d3240a-7d63-4fa1-80de-bdf4809ec2ce | Clause:
The term of the Employee’s employment with the Company under this Agreement will commence on the Start Date and continue until the third (3 rd ) anniversary thereof, unless the Employee’s employment is earlier terminated by the Employee or the Company, in either case with or without “Cause” (as such term is def... | Label: Terms |
4f71107d-00a5-42ae-b547-3a9c6a6b70a9 | Clause:
Any notice required or permitted by this Agreement shall be in writing, sent by registered or certified mail, return receipt requested, addressed to the Board and the Company at the Company’s then principal office, or to the Executive at the Executive’s last address on file with the Company, as the case may be,... | Label: Notices |
94e0d83d-c7f4-4e3a-bb09-e45606fe5ce5 | Clause:
The authorized capital of the Company consists of 75,000,000 shares of common stock, par value $0.001, of which a total of 10,720,000 shares are issued and outstanding (the “Issued and Outstanding Common Stock”) The Issued and Outstanding Common Stock has been duly authorized, issued, fully paid and nonassessab... | Label: Capitalization |
01e18861-3650-4b1a-9ef1-0646936d4ca8 | Clause:
This Agreement and the rights and obligations of the parties hereto and the Persons subject hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to the choice of law principles thereof.
Task: Classify this clause into ONE of the... | Label: Governing Laws |
dbfe5fe0-b514-45af-968c-64d8f835a13b | Clause:
During the Agreement Term, the Company will employ Executive as its Chief Financial Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of the Company (the “CEO”) shall from time to t... | Label: Titles |
46aeeb21-b2f1-49ec-8dee-619b4e805f9e | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefi... | Label: Governing Laws |
d1fd8c3a-7d45-4bb4-899f-20ba09444ff3 | Clause:
This Agreement may be amended only by a written agreement executed and delivered by Seller and Purchaser.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, ... | Label: Amendments |
3aa719cc-4d84-4c52-9456-0a85a21f3830 | Clause:
Notwithstanding any compensation arrangements entered into between the Bank and any Administrator member, no fee or compensation shall be paid to any person for service on the Committee with respect to the administration of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Fees |
6410e457-41a0-408e-9dba-cdf0bb6e2128 | Clause:
During the Employment Term, Executive shall serve as the Company’s Chief Accounting Officer and Controller. In such position, Executive shall have such duties, authority and responsibility as shall be determined from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Offi... | Label: Titles |
34232afe-b756-479a-8965-c46d4f5d39df | Clause:
Evergreen contract, the term of this Agreement (the “Term”) shall be for a period of five (5) years, commencing on the Effective Date and renew upon completion of achieving annual goal creating a perpetual agreement in effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Terms |
73161e7e-a0b8-4c5d-b93d-7e885f0f2c07 | Clause:
The Executive represents and warrants that the Executive is not bound by any employment contract, restrictive covenant, or other restriction or subject to any other limitation preventing the Executive from carrying out the Executive's responsibilities for the Company, or which is in any way inconsistent with th... | Label: No Conflicts |
9f868942-fdf5-41de-bc71-f34125186bc4 | Clause:
Unless otherwise expressly set forth in this Agreement, each Party will bear all of its own costs and expenses incurred in connection with this Agreement or its performance hereunder, including any development costs, sales and marketing costs, and support costs.
Task: Classify this clause into ONE of these typ... | Label: Expenses |
910bcd48-8afa-43c2-b640-ba9ae6d09542 | Clause:
The effective date of your new position will be May 12, 2016.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Bindi... | Label: Effective Dates |
7606eebd-bac5-44b7-ab7f-b944079d3220 | Clause:
EACH OF LENDER AND BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TR... | Label: Waiver Of Jury Trials |
0b7d9ecb-eb72-495d-8236-ceddaa0d7dd9 | Clause:
The date of this Agreement, for purposes of performance, shall be the date when the last one of Seller or Purchaser has signed and delivered this Agreement (the “ Effective Date ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Effective Dates |
31ef78c1-91c9-4b25-ac80-fe9d9073a797 | Clause:
The Borrower shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all taxes, assessments and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to make payment could not reasonably be expected... | Label: Taxes |
0d182d45-436a-45e1-9d48-a0261a60633e | Clause:
All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the Disclosure Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to any choice of law or conflict of la... | Label: Governing Laws |
13791621-6d86-4434-bb83-d7f1a61bdf1a | Clause:
This Amendment will become effective upon (a) its execution by the Parties, (b) evidence, as reasonably requested by Purchaser, of the due execution and delivery of this Amendment by the Companies and the power and authority of the Companies to enter into this Amendment, and (c) receipt by Purchaser, in immedia... | Label: Effective Dates |
ac9444f4-3496-4939-bf41-47ae92e7ee86 | Clause:
Each Party shall use all reasonable efforts to: (a) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under Applicable Laws or otherwise to consummate and make effective the transactions contemplated by this APA; (b) obtain from any gover... | Label: Further Assurances |
e6599f04-bec9-4302-b292-3b0b63de32a4 | Clause:
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by any party hereto (whether by operation of Law or otherwise) without the prior written consent of the other party; provided that notwithstanding the foregoing, (a) the Company shall be perm... | Label: Assignments |
2d19eb3a-b2c1-4acd-b89e-29dcd3f73080 | Clause:
Landlord shall carry, at Landlord’s expense, first party commercial property insurance on the Leased Property. Tenant is solely responsible for carrying adequate insurance on all Tenant’s personal property including, but not limited to, equipment, furniture, scientific devices, supplies, personal items, or othe... | Label: Insurances |
585ec42c-876d-4e9e-b30b-2f0050175b69 | Clause:
Except as set forth on Schedule 6.10 , the Borrower shall not, nor shall it permit any Subsidiary to, enter into any Sale and Leaseback Transaction, other than Sale and Leaseback Transactions in respect of which the Net Cash Proceeds received in connection therewith does not exceed $10,000,000 in the aggregate ... | Label: Sales |
9f91f6aa-06ab-410d-8a32-7e900eca7ef3 | Clause:
Except as specified on Schedule 7.14.13 , to Spectrum’s Knowledge, no Actions concerning the Licensed IP or Business Domain Names are currently pending or are, to Spectrum’s Knowledge, threatened, in the Licensed Territory that, if determined adversely to Spectrum, would have a Material Adverse Effect on the Co... | Label: Litigations |
409ddc70-b120-4291-bffc-b4246f97a752 | Clause:
All amounts payable under this Agreement shall be paid less deductions and income and payroll tax withholdings as may be required under applicable law and any property (including shares of the Company’s Class A Common Stock), benefits and perquisites provided to you under this Agreement shall be taxable to you ... | Label: Withholdings |
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